Mazorro Announces Results of Meeting, Management Changes, and Effective Date of Name Change and Amalgamation
December 31, 2014 (Source: Marketwired) — Mazorro Resources Inc. (the “Company“) (CSE:MZO) (FRANKFURT:JAM) is pleased to announce that the following matters were approved by the Company’s shareholders at the special meeting of shareholders held on December 29, 2014:
(i) a change of business from mineral resource exploration to the medical marijuana industry upon completion of the Company’s previously announced acquisition of GrowPros MMP Inc. (the “GrowPros Sub“) pursuant to a three-cornered amalgamation between the Company, its wholly-owned subsidiary 9048073 Canada Inc., and the GrowPros Sub (the “Amalgamation“);
(ii) a change of name to “GrowPros Cannabis Ventures Inc.” (the “Name Change“) upon completion of the Amalgamation; and
(iii) an amended fixed share option plan (the “Plan“), which increases the maximum number of common shares reserved for issuance under the Plan to 5,807,048, representing 10% of the number of issued and outstanding common shares of the Company upon completion of the Amalgamation.
The Amalgamation was previously approved by the shareholders of GrowPros Sub at a special meeting of its shareholders held on December 22, 2014.
The Company has now completed the necessary corporate filings and has received certificates of amalgamation and amendment confirming January 1, 2015 as the effective date of the Amalgamation and the Name Change (the “Effective Date“). The Company expects to begin trading on the Canadian Securities Exchange (the “CSE“) under its new name and new trading symbol “GCI” on or about January 5, 2015, subject to the filing of all required documentation with the CSE. The new CUSIP and ISIN numbers for the Company’s common shares will be 39985Y102 and CA39985Y1025.
As of the Effective Date, the issued and outstanding capital of the Company will consist of 58,070,487 common shares, 15,463,000 common share purchase warrants, 501,300 agent compensation options, and 1,225,000 stock options.
The Company is further pleased to confirm, as previously announced, that as of the Effective Date, Mr. Ryan Brown will join the Company’s board of directors and will be appointed as the Company’s new President and CEO and Mr. Sabino Di Paola will be appointed as the Company’s new CFO and Corporate Secretary. Mr. Brown will be replacing Mr. Léo Côté, who will be resigning from the Company’s board of directors, and Messrs. Brown and Di Paola will assume the senior officer roles currently held by Mr. André Audet who will remain on the board of directors as Chairman but will resign as the Company’s Interim President, CEO, and CFO.
The Canadian Securities Exchange (CSE) has not reviewed this news release and does not accept responsibility for its adequacy or accuracy
Some statements in this release may contain forward-looking information. All statements, other than of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding potential acquisitions and financings) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s ability to control or predict, that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, the inability of the Company to complete the Amalgamation and Change of Business, failure to obtain sufficient financing, and other risks disclosed in the Company’s public disclosure record on file with the relevant securities regulatory authorities. Any forward-looking statement speaks only as of the date on which it is made and except as may be required by applicable securities laws. The Company disclaims any intent or obligation to update any forward-looking statement.
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